Director Securities & Corporate Governance Coun...

Description:

Position Summary:
The Director, Securities & Corporate Governance Counsel partners with the General Counsel & Corporate Secretary to develop and execute A Major American Low Cost Airline's legal strategy related to corporate governance, securities laws and executive compensation matters. This person is a sharp and business savvy lawyer with a strong corporate securities background to lead the corporate function and manage all matters related to compliance with securities laws, public company corporate governance and executive compensation.

The Director, Securities & Corporate Governance Counsel is an impactful leader who is motivated to deliver results on complex projects and enjoys working with the Senior Leadership Team and Board of Directors of the Company. The Director, Securities & Corporate Governance Counsel also is highly skilled at developing relationships with people at all levels within and outside the organization, providing interpersonal support, and exhibits A Major American Low Cost Airline values of Safety, Caring, Integrity, Passion, and Fun.

Essential Responsibilities:

• Prepare and review U.S. Securities and Exchange Commission (SEC) filings (including Forms 10K, 10Q, 8K, proxy statement and Section 16 Act forms and other securities work as needed); developing and maintaining policies for compliance with securities-related regulatory requirements, including the Sarbanes-Oxley Act, NASDAQ listing standards, Regulation Fair Disclosure (FD) and insider trading rules, and proxy advisory firm policies
• Manage corporate governance and supporting the company's board of directors and its committees, including collaborating with internal stakeholders on board and committee agendas and materials and leading preparation for the annual meeting of shareholders
• Advise on investor relations matters, including earnings scripts and announcements, investor communications, appropriate disclosures, investor outreach, and other investor relations activities
• Partner with People Department on employment, equity plans, and executive compensation matters
• Prepare board resolutions and provide assistance with Board and Board Committee materials.
• Prepare and file Section 16 Ownership Reports and oversee trading by Officers, Directors and Principal Security Holders to ensure compliance and to fulfill A Major American Low Cost Airline's obligations
• Provide oversight and manage new regulations and rules for publicly held companies
• Support matters involving regulators and respond to comment letters and information requests
• Partner with the Corporate Communications team in media and public relations, marketing, and brand management (i.e. internal communications, materials for Board Meetings, and Prospectuses, etc.)
• Opportunity to work on other matters such as commercial transactions
• Others duties as assigned

Minimum Experience and Qualifications

• Law degree and admission to the Bar of a state or jurisdiction of the United States
• Seven (7) years of public company securities, major law firm, corporate legal department or applicable government agency experience, combined law firm and in-house experience preferred
• Mastery of communication skills and styles, both written and verbal. Demonstrates ability to effectively present information to internal and external associates
• Expertise in securities laws and filings and corporate governance matters
• Experience working with public company boards and committees
• Knowledge of equity compensation plans and executive compensation
• Outstanding judgment and integrity; intellectual curiosity, innovative thinking, and ability to provide practical and solution-oriented advice
• Strategic thinker with demonstrated ability to influence and advanced ability to comprehend, analyze, and interpret data
• A strong team player attitude, with the ability to build and maintain relationships at all levels, including senior leadership and cross-functional peers
• Excellent analytical and problem-solving skills, business acumen and judgment, strategic legal thinking, initiative, attention to detail and ability to work independently
• Exceptional interpersonal skills and a commitment to professionalism and collegiality
• Available for some overnight travel (10%)
• Able to work flexible hours and be available for emergency response on short notice
• Must pass a pre-employment drug test
• Must be legally eligible to work in the country in which the position is located
• Authorization to work in the US is required. This position is not eligible for visa sponsorship

Preferred Experience and Qualifications

• Experience maintaining ethics and compliance program mandates and corporate training policies and procedures
• Maintain policies and procedures related to, among other things, policy governance, Foreign Corrupt Practices Act (FCPA), Anti Bribery and Corruption, insider trading, business code of conduct, gifts and related persons transactions
• Managing a cross-functional full project or initiative
• Substantive experience managing outside resources, including law firms, trade associations, and consultants

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